Mare Do Well: Nothing to Fear
by Phillip Clark
Summary: Mare-Do-Well finds herself dealing with the mysterious Fear Shaman, who forces Twilight to confront her own inner demons. Based off of a classic Batman: The Animated Series episode and dedicated in memory of RavenStarfire.


_My Little Pony: Friendship is Magic_ is owned by Lauren Faust, The Hub, and Hasbro, while _Batman: The Animated Series_ is owned by Bruce Timm and Paul Dini, Warner Bros. Entertainment, and DC Comics. I own nothing.

Okay folks, while "Hearth's Warming with Discord" wasn't as exactly successful as I hoped it would be, the recent passing an author who was in the middle of writing an epic MLP fanfic now doomed to be unfinished and left on a cliffhanger has inspired me to write my second Mare-Do-Well re-write of a B:TAS episode. So here it is, the story that introduces this series' version of the Scarecrow.

* * *

**Nothing to Fear…**

High above the skies of Manehattan, a mysterious helicopter flew through the city like the grim specter of death. Inside, a striped hoof could be seen piloting its controls as a pair of pegasi stallions loaded machine guns in preparation for their upcoming "mission"…

At Manehattan University, influential ponies from all over the city were arriving at campus to participate in a charity book signing meant to assist with the dropping funds the university had been plagued with due to a recent series of mysterious attacks on campus. An elderly beige unicorn stallion with grey hair and tail and a thick book cutie mark wearing spectacles was busy packing a suitcase when a pair of ponies passed by him.

"It's a shame what's been happening to the university," the stallion heard one of the ponies say. "Robberies, vandalism…"

"If this keeps up, they'll have to close it down," the other pony said. "Where will it end?" Sighing, the elderly stallion shut his suitcase and made to leave, only to be accosted by Lyra Heartstrings, covering the book signing for Channel 5.

"Professor Brainerd!" the sea-green pony called out, catching up with her fellow unicorn. "Lyra Heartstrings, Channel 5 News. I was hoping I could get an interview with you about the recent robberies?"

"Okay, but make it quick!" replied Brainerd, levitating his suitcase onto his back. "I'm in a hurry."

"All right then, Professor," said Lyra, holding up a microphone and tape recorder, "first of all, do you have any idea why somepony's trying to destroy the university?"

"No, but if there's any more disasters, the students will be too full of fear to even set hoof on this campus," Brainerd replied irritably. At this point, the two unicorns had arrived at an elevator where Twilight Sparkle was standing, waiting to take the elevator herself. As soon as the doors slid open, the purple pony joined her fellow unicorns in entering the elevator.

"Hello, Lyra," said Twilight, smiling at the reporter.

"Twilight! What a pleasant surprise!" grinned Lyra at the other mare. She then turned to Brainerd: "Professor Brainerd, have you met Twilight Sparkle?"

Brainerd stared at the hoof Twilight offered him for a few seconds before giving an irritated snort. "I knew your brother Shining Armor at the university," the stallion said. "He had big plans for his little sister."

"Well then, I guess he'd be pleased," said Twilight grinning. "After all, Twilight Industries is more prosperous than ever."

"Pleased?" repeated Brainerd disbelievingly. "When your parents were alive, Sparkle was a name that commanded great respect. After they died, your brother did his best to try and uphold it, but these days, all Sparkle stands for is a self-centered, jet-setting playfilly. You're lucky your brother didn't live to see what you've done to your parents' good name," continued Brainerd as the elevator finally arrived at his stop. "He'd have died in shame." With that, Professor Brainerd exited the elevator in a huff.

"Professor, wait, we haven't finished the interview!" called Lyra, running after the stallion. She soon stopped to turn back to a despondent-looking Twilight: "Sorry about that: he's probably just venting his anger over what's happening to the university." Lyra's words however, had no effect on Twilight, who remained glum as the elevator doors closed on her.

Sighing disappointedly, the purple unicorn soon pressed the button on the elevator to take her to the ground floor as she closed her eyes in sorrow. Twilight was soon distracted from her musings, however as she suddenly heard a buzzing noise, turning out the elevator window to see the mysterious helicopter from before hovering down to the university bank, frowning as she watched. Perhaps it was time for Mare-Do-Well to find out what was going on and get to the bottom of this mystery…

* * *

Inside the bank, an earth pony security guard was sitting at his desk reading a comic book when an explosion suddenly came through the roof of the bank, knocking him over onto his back. Looking up, the earth pony was stunned to see the two pegasi fly down through the hole as a mohawked zebra wearing ornate jewelry and a brown cloak with tattoos all over her body climbed down via a rope ladder from the helicopter. Acting quickly, the earth pony soon pressed the silent alarm before leaping at the trio, pointing a revolver at them. "Hold it right there!" the security guard shouted.

"Acquiesce to your demands, I will not," replied the zebra. "It will please me to see your courage go to naught." With that, the zebra suddenly threw a powdery substance at the earth pony, causing the latter to cough as he began inhaling it.

"What are you doing?" the security guard demanded as he continued coughing. He soon gave a scream of terror as the powder dust faded away: "Aaah…Stop…No…No…Spiders…Get them off me…GET THEM OFF ME!" the earth pony screamed as he kept rubbing his body with his hooves, trying to get the "spiders" off.

"What'd you do to him, Boss?" one of the pegasi wondered.

"I merely helped him visualize his innermost fears," the zebra explained. "Now watch as his fear of spiders brings him to tears. And now that he's been stopped from ruining my show, to the vault we shall now go!" With that, the zebra and the pegasi headed towards the vault, leaving the security guard shivering in terror.

At that moment, Mare-Do-Well had just arrived at the bank, glaring as she saw an explosion triggered by the blowing up of the vault door. The vigilante frowned beneath her mask as she teleported inside the bank to deal with the criminals.

Inside the bank, the zebra and one of the pegasi entered the vault. "You stand guard here and let us know if any _unwanted_ visitors come from our rear," the zebra instructed to the other pegasus.

"I'm ready for anything, Boss," the pegasus stated smirking as his two companions entered the vault and began raiding as many deposit safes as they could.

"Come to papa," said the second pegasus, smirking as he began stuffing as much bits as he could into his leather bag.

"As much as you can take, then the rest shall bake," the zebra explained, holding up a gasoline can.

"You want us to burn all this money?" the pegasus asked confused.

"Money and profit this is not about," the zebra explained irritated. "Revenge is the only thing from this I have ever sought!" Stupefied at his boss' words, the pegasus merely continued stuffing the bits into his pockets as the zebra continued pouring gasoline all over the bank vault.

"Boss, help!" the other pegasus suddenly shouted. "It's Mare-Do-Well! She's got me- _mmph_!" The pegasus' words were suddenly cut off with a muffle.

"You, climb up there and on my signal, your strength on her bare!" the zebra instructed towards the second pegasus, who nodded as he flew up to the top of a nearby deposit case shelf. Just then, the first pegasus was thrown through the vault entrance, causing the zebra to throw the same powdery substance from earlier at the doorway.

"Welcome, Mare-Do-Well," the zebra said to the shadowy figure inside the doorway. "I've been preparing for an eventual encounter with you, as you may tell." At that moment, Mare-Do-Well entered the vault through the smoke left by the powder wearing a gas mask. "A gas mask, I see," observed the zebra. "Perhaps you _are_ as resourceful as you fanbase has been led to believe."

"Who are you?" asked Mare-Do-Well, glaring at the zebra.

"Spreading terror is my domain," the other answered, lighting a stick of dynamite. "You may call me…_The Fear Shaman_!" Just then, the second pegasus suddenly swooped down onto Mare-Do-Well from the top of the case shelf, causing the two ponies to begin struggling with each other. The Fear Shaman soon took advantage of this distraction, pulling out a blowgun and blowing a dart into the back of Mare-Do-Well's neck.

Groaning, Mare-Do-Well dropped the pegasus she was fighting with, removed the dart, and slowly made her way over to the Fear Shaman, tackling her and causing the Fear Shaman to drop her dynamite near the gasoline can, starting a fire throughout the vault. Mare-Do-Well, however, paid no attention to this as she continued to push the Fear Shaman against one of the deposit safes by her cloak.

"It is useless to continue trying to fight," the zebra said mockingly as Mare-Do-Well slowly fell to the floor, tearing off the piece of the Fear Shaman's cloak she'd been holding on to in the process. "Now, let's see what hidden fear keeps the Mysterious Mare-Do-Well up at night." However, just then, the Fear Shaman suddenly noticed the blaze that had begun to burn inside the vault with a fury. "Come along, you cretins!" she shouted to her pegasi companions. "We've done what I desired, so let's take our leave then!" With that, the Fear Shaman and her two pegasi henchponies fled the vault back to their helicopter.

Slowly, Mare-Do-Well attempted to get up and follow the Fear Shaman, making it halfway across the vault before collapsing again. As the unicorn laid down on the floor, she suddenly heard a familiar voice calling to her from the flames. "_Twilight…_" the voice said echoing.

"What?" gasped Mare-Do-Well, staring into the flames. "It…can't be…" As if in response, the flames suddenly formed into the image of a white unicorn stallion with a dark-blue mane with a light-blue stripe in it and blue eyes currently glaring at Mare-Do-Well. "Shining Armor?" Mare-Do-Well gasped disbelievingly.

"_Twilight…_" repeated Shining Armor sternly. "_Twilight, you have failed me. You have disgraced our family's name._" Mare-Do-Well, stunned, could only collapse further under the heat of the flames and the disapproving glare of her older brother.

Just then, the bank's sprinkler system suddenly activated, causing a shower of water to come down onto the flames smothering them. Even the flames that Mare-Do-Well saw as Shining Armor were extinguished by the sprinklers, the image of the late unicorn fading away along with them. "Wait…don't go…" pleaded Mare-Do-Well to no avail.

At that moment, the bank entrance burst open as several police ponies made their way inside to investigate the disturbance. "Mare-Do-Well!" one of the ponies exclaimed, seeing the unicorn slowly make her way out of the vault, coughing and holding onto the piece of the Fear Shaman's cloak she tore off earlier. "What happened here?" the stallion asked as he and his companions made their way over to the vigilante.

"Fear…Shaman…" explained Mare-Do-Well weakly.

"Fear Shaman?" another police pony repeated confused. "What are you talking about?"

"She's right," the earth pony security guard from earlier said, coughing from his own encounter with the Fear Shaman. "It was some zebra dressed like a shaman. She tried to torch the bank, but Mare-Do-Well stopped her."

"All right then," a brash voice cut in smugly as Detective Rainbow Dash made her way into the bank. "Where is this 'Fear Shaman'?"

"Well, she got away," the security guard explained as one of the police ponies helped him up.

"Oh, you mean the Commissioner's pet vigilante here let her get away?" Dash asked sarcastically, glaring at Mare-Do-Well. Just then, the rainbow-maned pegasus noticed the piece of the Fear Shaman's cloak the unicorn was holding on to. "Whatcha got there, 'hero'? Looks like police evidence." Dash held out her hoof to Mare-Do-Well. "_Give it up_!" In reply, the unicorn vigilante swung out her foreleg, knocking Rainbow Dash aside. "_Oooh_," smirked Dash. "Looks like I'm going to have to take it from you."

"Dash!" a familiar voice broke into the tension between the hero and detective as Commissioner Applejack entered the bank. "What the blaze is goin' on here?"

"Blaze is right, Commissioner," replied Rainbow Dash smirking. "It's attempted arson, and Don Rocinante here is withholding evidence." Just then, Dash turned around to see that Mare-Do-Well had vanished into thin air. "Huh? Where'd she go?" the pegasus asked confused.

"You were sayin', Detective?" replied Applejack dryly.

"Ah, never mind!" groaned Rainbow Dash annoyed.

* * *

At an abandoned factory on the outskirts of Manehattan, a familiar helicopter was parked outside the factory as the Fear Shaman and her two pegasus henchponies entered it.

"Finally, it feels good to be able to talk normal again!" the zebra exclaimed as the trio made their way inside. "I know I have to keep up the rhyming as part of my 'Fear Shaman' identity, but you two have no idea how difficult it is having to come up with them all the time." She soon made her way over to a nearby television as she turned it on. "Now let's see what the news has to say about my latest strike against the university.

An image of Lyra Heartstrings soon appeared on the television speaking: "Tonight's arson attempt by some zebra calling herself 'The Fear Shaman' was thwarted by Mare-Do-Well…" the sea-green unicorn explained, irritating the Fear Shaman and causing her to immediately turn of the TV in a huff.

"It appears that I have underestimated Mare-Do-Well," the zebra admitted, "but at least the university has been more or less finished."

"Gee, Boss, I never liked school," the second pegasus spoke up, bandaging his companion's wounds from his earlier fight with Mare-Do-Well, "but how come you hate the university so much?"

"I've told you imbeciles before!" exclaimed the Fear Shaman irritated. "They tried to ruin me and destroy my career!"

"You mean they kicked you out because you weren't smart enough?" the first pegasus asked.

"No, you simpleton!" groaned the Fear Shaman in annoyance, punching the pegasus in his earlier wound. "I taught there! I was a Professor of Psychology, specializing in fears and phobias…" the zebra continued, flashing back to her early beginnings in spreading fear and terror…

In the Fear Shaman's flashback, the zebra could be seen as a filly, chasing away a pair of young male zebras with a bunch of rubber snakes. "_Inducing terror has always intrigued me,_" the Fear Shaman explained. "_Even as a child, I enjoyed frightening things: Fillies, animals, it was all the same to me. I became obsessed with fear's gripping power!_"

The flashback soon switched to the Fear Shaman's days as a professor as the zebra stared upon several ponies in locked chambers, being forced to confront their fears of insects, rodents, etc. "_Then later, when I became Manehattan University's leading Professor of Subliminal Psychology, I began performing experiments on fear and its subsequent effects. Unfortunately, Professor Brainerd felt I went too far…_"

The Fear Shaman's flashback soon began showing Professor Brainerd and several other teacher ponies at the university revoking her teacher's license and throwing her out of the university, much to the Fear Shaman's rage. "_He called me a lunatic and convinced the rest of the teacher's staff to throw me out!_"

The Fear Shaman's flashback soon ended as the zebra began grinning madly. "So now, those foals will learn the _true_ nature of horror!" she exclaimed as she made her way to prepare to crash the university's charity book signing that night.

"Wow, she's a real Professor," the second pegasus said to his companion, who merely ignored him as he continued reading about the charity book signing in the newspaper.

* * *

Inside Mare-Do-Well's secret underground lair, Twilight Sparkle was sitting at her crime computer, analyzing the piece of the Fear Shaman's cloak she'd managed to tear off in their earlier battle.

"_Exhibit A: Fear Shaman cloak,_" the computer announced as it scanned the cloak. "_Will analyze and cross-reference._" Twilight gave a deep sigh in response to this as she suddenly noticed a nearby picture featuring Shining Armor and his wife Cadence. Her hoof shaking, the unicorn picked up the picture frame as the words of her elder brother came back to her.

"_You have failed me, little sister…_" Shining Armor said. Twilight could only shamefully avert her gaze from the picture as she placed it face-down. Just then, the unicorn's attention was suddenly caught by Lyra Heartstrings as she continued reporting from outside the Manehattan University bank.

"This is Lyra Heartstrings, back live at Manehattan University, where the campus bank was the target of a robbery and arson attempt by the so-called 'Fear Shaman,'" the unicorn reporter announced, catching Twilight's attention. "Although Mare-Do-Well managed to thwart the arson, she failed to catch the perpetrators," Lyra continued, her last phase echoing in Twilight's mind: "She _failed_ to catch the perpetrators…Failed…_Failed_…_FAILED_!"

Twilight was soon spared from her self-torment by Rarity turning off the television. "Imagine that, Mistress Twilight," the purple-maned unicorn observed sarcastically. "Someone dressed in a frightening costume, running around scaring ponies," Rarity continued, her jabbing reference to Mare-Do-Well easily caught. "What _will_ they think of next?"

"The real question is: why would Fear Shaman want to destroy the university?" Twilight wondered.

"Perhaps she flunked Phys. Ed?" Rarity suggested. She was soon distracted however by the sight of Twilight Sparkle placing her head in her hooves depressed. "Are you alright, Twilight?" Rarity asked, heading over to her mistress.

"The Fear Shaman drugged me with some kind of fear toxin," Twilight explained, wiping some cold sweat off her face. "I never know when they're going to hit me, but I keep on having horrible visions…of Shining Armor…" she admitted, causing Rarity's eyes to widen in surprise. Ignoring this, Twilight got up and made her way over to another part of the lair as she continued: "He says I'm shaming our parents' name."

"Rubbish!" scoffed Rarity, placing her hoof on Twilight's shoulder. "I may not have known your brother that well, but I _know_ he and Cadence would have been proud of you, because…" At this point, Rarity turned the other unicorn around, revealing herself giving a beaming smile at Twilight, "…_I'm_ so proud of you." Rarity soon took Twilight by the hoof as she began leading her back to the upper levels of Sparkle Mansion: "Now come on, a bowl of hayseed soup and good night's sleep, and you'll feel as good as new in no time."

"Thanks, Rarity," said Twilight, smiling at her fellow unicorn.

"Think nothing of it, Mistress Twilight," Rarity replied nonchalantly, taking her past the crime computer as it continued analyzing the Fear Shaman's cloak. "All in a night's work for a mere servant like me."

* * *

At the Manehattan University Charity Book Signing, the event was going on quite marvelously. Influential ponies from all throughout the city were flocking to the university, donating large sums of bits and checks to the collection basket being overseen by Professor Brainerd. "Thank you, thank you," the elderly unicorn was saying to the donating ponies. "Your efforts will save the university."

Suddenly, there came a panic on the gathered crowd as gas suddenly began pouring through the ventilation system onto the panicked ponies, whom immediately began shrieking in terror as the Fear Shaman and her two pegasi henchponies entered the building, wearing gas masks.

"Who are you?" demanded Brainerd, glaring at the trio.

"You don't recognize the one who will bring about your doom?" asked the Fear Shaman in mock hurt. "Surely, Brainerd, you remember Professor Zecora, she whom you called a loon."

"Zecora?" Brainerd gasped in surprise. "You're not getting your hooves on the funds that will save this university! Not over my dead body, you won't!"

"'Not over your dead body,' eh?" the Fear Shaman repeated. "Now _there's_ an idea that really makes my day!" Immediately, the zebra threw her powder into the elderly unicorn's face, causing Brainerd to fall back away from the Fear Shaman as she grabbed the collection basket.

"Wh-what's going on?" gasped Brainerd, coughing. He soon gazed down to reveal a horrible sight: his hooves rapidly aging to the point where they were now skeletal. "NO! HELP!" shouted the Professor, falling to the floor despairingly as the Fear Shaman chuckled in amusement.

"His torture has only just begun," the zebra explained to the two pegasi. "Take him with us, so that we can continue our fun." Immediately the pegasi picked up Brainerd and began taking him up a nearby flight of stairs as the Fear Shaman watched the fear being displayed by the panicking crowd around her, smirking in triumph. She then began following her henchponies up the stairs, only to be stopped by a magical blast that landed right in front of her. Turning, the zebra was stunned to see Mare-Do-Well standing at the bottom of the steps, glaring at her.

"Mare-Do-Well, I am surprised!" the Fear Shaman smirked at the sight of the unicorn hero as the various ponies at the crowd stared at Mare-Do-Well in fear. "I thought you'd be at home, letting my time-release fear toxin slowly bring about your demise."

"What have you done to these ponies, Fear Shaman?" asked Mare-Do-Well accusingly.

"A gas version of my fear dust has caused them all to see their worst fear," the zebra explained. "Now see how Mare-Do-Well's reputation for terror causes them to act when you are here!"

Suddenly, a unicorn mare in the crowd hit Mare-Do-Well from behind with her purse. "It's a demon pony!" the unicorn shrieked.

"Get her!" another unicorn shouted as all the ponies in the crowd began piling up on Mare-Do-Well as the Fear Shaman made her exit, cackling in triumph.

As the ponies continued piling onto Mare-Do-Well, the unicorn's horn suddenly glowed as she casted a magenta shield around herself, knocking the other ponies away from her. Before they could recover, Mare-Do-Well teleported herself up to the top of the stairs and immediately ran off after the Fear Shaman.

The unicorn vigilante soon arrived at the building's rooftop in time to see a giant airship lifting off from the roof, the hose the Fear Shaman and her henchponies had used to pump the fear gas into the audience still connecting it with the ventilation system. Just as the height of the airship caused the hose to detach, Mare-Do-Well leapt and grabbed onto the hose, allowing her to shimmy up towards the airship as it flew over the skies of Manehattan.

Inside the airship, the Fear Shaman was cackling in triumph, the first pegasus piloting the airship while the second one stood guard over an unconscious Professor Brainerd. "My revenge is complete, and now I see why they say it's so sweet!" the zebra exclaimed. "The university's dreams of recovery have been violated, and Mare-Do-Well herself has been annihilated."

"Huh?" asked the first pegasus confused.

"Destroyed, dead, brought the farm," explained the Fear Shaman irritated. "No matter how you say it, she is finally gone!"

"Then who's that?" asked the second pegasus, pointing out the window. Turning, the Fear Shaman was stunned to see Mare-Do-Well making her way up the hose onto the airship.

"I can't believe my own eyes!" exclaimed the zebra in disbelief. She soon turned to the second pegasus: "Go up there and bring about her demise!"

"Who me?" the pegasus replied. "But Boss-" The Fear Shaman only glared at the pegasus henchpony as she thrusted a machine gun into the stallion's hooves. Getting his boss' meaning, the pegasus soon made his way up to the top of the airship to deal with Mare-Do-Well.

At that moment, Mare-Do-Well had made her way to the top of the airship and was making her way across it when a latch suddenly opened from behind her, revealing the second pegasus pointing the machine gun at the unicorn. "End of the line!" the stallion shouted.

Thinking quickly, Mare-Do-Well soon fired a magical blast at the pegasus, knocking the machine gun out of his hooves. As the pegasus attempted to get the gun back, Mare-Do-Well suddenly tackled him, resulting in a struggle for the gun. As they continued struggling, the pegasus henchpony inadvertently started firing erratically into the airship's envelope, forming punctures and accidentally damaging the airship's controls.

"Look out!" exclaimed the first pegasus henchpony down below, backing away from the now on-fire airship controls, causing the blimp to float out of control towards a nearby skyscraper. The airship's side soon rammed against the skyscraper, upsetting its balance and causing Mare-Do-Well and the second pegasus henchpony to fall off the airship to the surface below.

Thinking quickly, Mare-Do-Well soon grabbed the hose again as she fell past it, using her momentum to swing herself onto the front of the airship. The pegasus, however, wasn't as lucky, unable to regain his balance so that he could fly back up to the airship before falling onto the tent covering the skyscraper's entrance rug, breaking his fall and sending him into unconsciousness.

Back inside the airship, the Fear Shaman and her remaining henchpony were attempting to put out the fire at the controls. "Do something, you ignorant worm, or else we shall crash and burn!" the zebra shouted at the pegasus.

"_Me_?" the pegasus asked in disbelief. "_You're_ the genius." Just then, the two of them noticed Mare-Do-Well on the front of the airship. "What are we going to do, Professor?" the pegasus asked concerned.

"'We' needn't do anything, you brain-dead slob," the zebra answered. "I believe my fear toxin should be enough to finish the job."

As Mare-Do-Well hung onto the airship for dear life, she suddenly heard the familiar voice of her brother in her head: "_Twilight…_"

"No…not now…" groaned Mare-Do-Well as she continued struggling to hold onto the blimp.

"_You are a disgrace…_" the image of Shining Armor stated as he loomed above his sister, transforming into the Pony Reaper.

"No!" shouted Mare-Do-Well, Rarity's earlier words coming back to her. "I am _not_ a disgrace! I am vengeance! I am the night! _I…am…MARE-DO-WELL_!" As if in response to the unicorn's courage, the hallucination vanished into the night, allowing Mare-Do-Well to teleport herself back onto the top of the airship, where she entered through the latch the pegasus had come up through earlier.

Inside, the Fear Shaman and pegasus were busy putting out the fire at the controls when Mare-Do-Well came crashing in from above, tackling the Fear Shaman. "No!" the zebra shouted in fear as the unicorn heroine made her way over to her opponent.

Suddenly, the first pegasus tackled Mare-Do-Well from behind, resulting in a struggle between the two ponies. As Mare-Do-Well slammed the pegasus into the damaged controls, it caused the airship to swipe itself against yet another skyscraper, damaging the blimp. The Fear Shaman soon pulled out her blowgun again, but this time, Mare-Do-Well swung the pegasus in front of her, causing him to be hit by the dart instead.

"No!" gasped the pegasus, the fear toxin causing him to experience his own worst fear. "No more prison walls! They're closing in on me! I've gotta get outta here!" Attempting to escape the "prison," the pegasus flew himself out of the airship and into the bonsai tree of a high-rise below.

Realizing the tide had turned against her, the Fear Shaman soon made her way onto the command chair of the airship as Mare-Do-Well turned towards her. "It's over, Fear Shaman," the unicorn glared.

"Only for you and the Professor, Mare-Do-Well," the Fear Shaman said in reply. "I hope the two of you enjoy your ride to Hell!" Cackling madly, the Fear Shaman soon pulled a lever, revealing the chair to actually be part of a small one-pony plane which soon detached itself from the airship as the zebra used it to fly to safety.

Inside the airship, Mare-Do-Well soon picked up Professor Brainerd and the charity money as the elderly unicorn started to regain consciousness. "What's going on?" the stallion wondered.

"Just hold on," instructed Mare-Do-Well as she carried the Professor to the hole inside the airship formed by the launching of the Fear Shaman's plane, teleporting them out of the airship and onto the roof of a nearby high-rise just before the airship crashed head-first into another skyscraper, blowing up in a fantastic explosion. Mare-Do-Well watched the explosion silently as she pulled out a remote signaling for the Mare-mobile.

* * *

A few minutes later, the Mare-mobile was zooming through the streets of Manehattan as she activated the vehicle's onboard computer, hoping that the computer had finally finished its scan of the Fear Shaman's cloak.

"_Exhibit A: Fear Shaman cloak: Analysis complete,_" the computer announced. "_Substance is manufactured by three corporations in Manehattan: Bio Laboratories, Zecora Chemicals, and Ahuitzotl Corp. Manehattan Branch._"

"Computer: Cross-reference former employees of Manehattan University with the chemical labs," Mare-Do-Well instructed.

"_Searching…_" the computer replied. A second later: "_One match found: Zecora Zebra, Owner/Operator of Zecora Chemicals._" On the computer, an image of a zebra with a mohawk haircut similar to the Fear Shaman's appeared on the screen.

"Background on Zecora," requested the unicorn.

"_Searching…Former Professor of Psychology at Manehattan University. Specialty: Fear and phobias,_" the computer answered.

"Bingo!" smirked Mare-Do-Well beneath her mask. It wouldn't be long now before the Fear Shaman would finally be brought to justice…

* * *

Back at the factory, the Fear Shaman had ditched her crashed plane and was now inside the factory, fuming over her failure.

"It's not fair!" the zebra shouted, once more speaking normally. "I was so close! Revenge was within my grasp!" Just then, the Fear Shaman suddenly raised her head up as she heard a hissing noise. "What's that?" she asked, looking around and realizing that it was coming from her own open tanks of fear gas. The zebra soon went over and closed the valves, coughing as she did so.

Suddenly, the lights in the factory went dark as the Fear Shaman began looking around fearfully. "What's going on?" the zebra asked nervously. "Who's there?" As if in response, suddenly the image of a giant wyvern swooped down at the Fear Shaman, causing her to shriek in fear. "No…please!" she screamed, ducking down from the "wyvern's" attacks at her. Panicking, the zebra soon backed into a familiar silhouette behind her. "No! Stop! Leave me alone!" the Fear Shaman pleaded, falling over in her attempts to back away from Mare-Do-Well.

"What's wrong, Zecora?" asked Mare-Do-Well ominously as she made her way over to the zebra. "The Fear Shaman can't handle her own medicine?"

"M-Mare-Do-Well…No…No…Stay away!" pleaded Zecora as she "saw" Mare-Do-Well transform into a demonic version of herself. "Stay away…No!" screamed the Fear Shaman as Mare-Do-Well grabbed her and pulled her close to the vigilante.

"Oh, yes," replied the unicorn ominously as she glared into the eyes of the cowering zebra.

* * *

Inside Commissioner Applejack's office at Manehattan Police Station headquarters, the earth pony and Detective Rainbow Dash were in the middle of a heated argument.

"I'm telling you, Commissioner, Mare-Do-Well's withholding evidence," Dash insisted. "She even helped the Fear Shaman escape! I'd bet my badge the two of them are actually in cahoots with each other!"

"Oh really?" Applejack replied skeptically, pointing up above them. Hanging from the ceiling fan was none other than the Fear Shaman, all tied up and with a post-it with Mare-Do-Well's symbol stuck onto her chest. "Now then, Detective…about that badge…" continued the Commissioner smirking.

"Aw, horseapples," groaned Rainbow Dash.

* * *

At a cemetery on the outskirts of Manehattan, Twilight Sparkle wore a thick grey trenchcoat with a pair of sunglasses covering her eyes as she stood before the graves of Shining Armor and his wife Cadence. Levitating a bouquet of lilies in front of her brother and sister-in-laws' graves, the unicorn let a tear slide down her face before turning and leaving the cemetery, the shadow of Mare-Do-Well trailing behind her as she did so.

* * *

_In memory of Raefire_

"_When we've finally won, I promise you all, right here, right now, that I will throw the biggest, most glorious Pinkie Pie party the world has ever seen! It will be so happy that Ditzy, Gummi, and Rainbow Dash will be able to enjoy it from wherever they are up in the stars! No party after it in history will EVER be able to match it! NEVER EVER!"_

_-Pinkie Pie, "Night of the Shy"_


End file.
